8-K

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

PURSUANT TO SECTION 13 OR 15(d) OF THE

SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): February 14, 2014

Jos. A. Bank Clothiers, Inc.

(Exact Name of registrant as specified in its charter)

Delaware	0-23874	36-3189198
(State or other jurisdiction of	(Commission	(I.R.S. Employer
incorporation or organization)	File Number)	Identification No.)

500 Hanover Pike, Hampstead, Maryland	21074
(Address of principal executive offices)	(Zip Code)

(410) 239-2700

Registrant’s telephone number, including area code

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 7.01 Regulation FD Disclosure.

As previously announced, on February 13, 2014, Jos. A. Bank Clothiers, Inc. (the “Company”) entered into a Membership Interest Purchase Agreement pursuant to which the Company agreed to purchase from Everest Topco LLC (the “Seller”) all of the outstanding limited liability company interests of Everest Holdings LLC, a Delaware limited liability company (“Everest Holdings”). On February 14, 2014, the Seller provided preliminary estimated financial results for Everest Holdings for the fiscal year ended December 28, 2013. A copy of those preliminary results is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

The information contained in this Item 7.01, including the information set forth on Exhibit 99.1 hereto, is being furnished in accordance with General Instruction B.2 of Form 8-K. Such information, including the estimated financial results referenced above, shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), or otherwise subject to the liabilities of that section, and shall not be deemed to be incorporated by reference in any filing under the Securities Act of 1933 or the Exchange Act, whether made before or after the date hereof and regardless of any general incorporation language in such filings, except as expressly set forth by specific reference in such a filing.

Item 9.01 Exhibits.

(d) Exhibits

Exhibit
Number	Description
99.1	Everest Holdings LLC Preliminary Estimated Financial Results for the Fiscal Year Ended December 28, 2013

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this Current Report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.

	Jos. A. Bank Clothiers, Inc.
By:	/s/ Charles D. Frazer
Name:	Charles D. Frazer
Title:	Senior Vice President – General Counsel

Date: February 14, 2014

EXHIBIT INDEX

Exhibit
Number	Description
99.1	Everest Holdings LLC Preliminary Estimated Financial Results for the Fiscal Year Ended December 28, 2013

EX-99.1

Exhibit 99.1

Preliminary estimated Financial results for Everest

The following sets forth preliminary estimated financial results for Everest Holdings LLC (“Everest”) for the fiscal year ended December 28, 2013. Although additional estimates with respect to Everest are not available at this time, Everest’s management has not identified any unusual or unique events or trends that occurred during the fiscal year ended December 28, 2013 that might materially affect our results of operations other than those discussed below. The preliminary financial data included below has been prepared by, and is the responsibility of, Everest’s management. The final financial results for the fiscal year ended December 28, 2013 may be different from the preliminary estimates provided below due to completion of quarterly and annual close and review procedures, final adjustments and other developments that may arise between now and the time the financial results for this period are finalized. Everest’s independent auditors have not audited, reviewed, compiled or performed any procedures with respect to such preliminary financial data. Accordingly, Everest’s independent auditors do not express an opinion or any other form of assurance with respect thereto.

(Unaudited in Thousands)

Fiscal Year 2013:	Low end of Range			High end of Range
Net sales and other revenues	$	885,000		$	895,000
Gross margin	$	541,623		$	552,565
Gross margin		61.2	%		61.7	%
Interest Expense	$	13,014		$	13,014
Provision for income taxes	$	1,000		$	3,000
Depreciation and Amortization	$	19,486		$	19,486
Net Income	$	7,000		$	9,000
EBITDA (1)	$	40,500		$	44,500
Adjusted EBITDA (2)	$	60,929		$	64,929
Total Assets	$	418,087		$	428,087
Total Liabilities	$	324,649		$	314,649

(1) EBITDA consists of earnings before interest, taxes and depreciation and amortization. EBITDA is a measure commonly used in our industry and management presents EBITDA to enhance your understanding of our operating performance. Management uses EBITDA as one criterion for evaluating our performance relative to that of our peers. Management believes that EBITDA is an operating performance measure, and not a liquidity measure, that provides investors and analysts with a measure of operating results unaffected by differences in capital structures, capital investment cycles and ages of related assets among otherwise comparable companies.

(2)Adjusted EBITDA is defined as EBITDA further adjusted to exclude non-cash and other nonrecurring adjustments and include certain proforma cost savings adjustments. However, EBITDA and Adjusted EBITDA are not measures of financial performance under US GAAP, and the above EBITDA and Adjusted EBITDA may not be comparable to similarly titled measures of other companies. You should not consider the above EBITDA and Adjusted EBITDA as an alternative to operating or net income determined in accordance with US GAAP, as an indicator of our operating performance or as an alternative to cash flows from operating activities determined in accordance with US GAAP, or as an indicator of cash flows, or as a measure of liquidity.

The following table reconciles the ranges of Adjusted EBITDA and EBITDA to net income, the most comparable GAAP measure:

Fiscal Year 2013:	Low end of Range			High end of Range
Net Income	$	7,000		$	9,000
Interest Expense	$	13,014		$	13,014
Provision for Income Taxes	$	1,000		$	3,000
Depreciation and Amortization	$	19,486		$	19,486
EBITDA	$	40,500		$	44,500
Non-Cash Impairment of Assets (a)	$	4,723		$	4,723
Non-Cash Compensation and Benefits (b)	$	2,072		$	2,072
Nonrecurring Items (c)	$	2,339		$	2,339
Capitalized Costs (d)	$	(1,425	)	$	(1,425	)
Other Items, net (e)	$	342		$	342
Store Closures (f)	$	1,500		$	1,500
Incentive Payments above 100% Target (g)	$	10,878		$	10,878
Adjusted EBITDA	$	60,929		$	64,929

(a) Represents non-cash impairment charges related to unprofitable stores.

(b) Represents non-cash management equity compensation expense.

(c) Represents the net impact of a nonrecurring legal settlement, restructuring costs and nonrecurring gains.

(d) Represents adjustments for capitalized salaries.

(e) Represents primarily the net impact of nonrecurring management fees, the amount of rent paid in cash in excess of GAAP rent expense and foreign joint venture noncash results.

(f) Represents proforma cost savings from store closures since January 1, 2014.

(g) Represents excess short-term incentive expense above normal course.

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